Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each Class of

Proposed Maxi-

Amount of

Securities to

Amount to be

mum Offering

mum Aggregate

Registration

be Registered

Registered ⁽¹⁾⁽²⁾

Price Per Share ⁽³⁾

Offering Price ⁽³⁾

Fee

Common Stock, $1.00 par value per share

450,000

$

6.56

$

2,952,000

$

164.73


(1)		Represents the maximum number of shares of Common Stock of the Registrant, par value $1.00 per share (“Common Stock”), issuable pursuant to the Park-Ohio Holdings Corp. Amended and Restated 1998 Long-Term Incentive Plan (As Amended and Restated As Of May 28, 2009) (the “Plan) being registered hereon.

(2)		Pursuant to Rule 416 of the Securities Act of 1933, this Registration Statement also covers such additional shares of Common Stock as may become issuable pursuant to the adjustments upon changes of capitalization provisions of the Plan.

(3)		Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and Regulations under the Securities Act, on the basis of the average of the high and low sale prices of such securities on the Nasdaq Global Select Market on August 17, 2009, within five business days prior to filing.

TABLE OF CONTENTS


PART II
	Item 5. Interests of Named Experts and Counsel
	Item 8. Exhibits
SIGNATURES
EXHIBIT INDEX
.htm">EX-5
.htm">EX-15
.htm">EX-23.1
.htm">EX-24

The contents of the registration statements on Forms S-8 (Registration Nos. 333-110536, 333-58161 and 333-137540), as filed with the Securities and Exchange Commission on November 17, 2003, June 30, 1998 and September 22, 2006, respectively, to register shares of common stock, par value $1.00 per share (the “Common Stock”), of Park-Ohio Holdings Corp., an Ohio corporation (the “Registrant”), to be issued under the Park-Ohio Holdings Corp. Amended and Restated 1998 Long-Term Incentive Plan (As Amended and Restated As Of May 28, 2009) (the “Plan”), are hereby incorporated by reference in this Registration Statement. This Registration Statement on Form S-8 is filed for the purpose of registering an additional 450,000 shares of Common Stock under the Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 5. Interests of Named Experts and Counsel.

The legality of the Common Stock being offered by this Registration Statement has been passed upon for the Registrant by Mr. Robert D. Vilsack. Mr. Vilsack is the Secretary and General Counsel of the Registrant. As of June 30, 2009, Mr. Vilsack held 25,000 shares of Common Stock and had been granted options to purchase another 45,000 shares of Common Stock.

Item 8. Exhibits


Exhibit Number		Exhibit Description

4.1		Amended and Restated Articles of Incorporation of Park-Ohio Holdings Corp. (incorporated by reference to Exhibit 3.1 to the Form 10-K of Park-Ohio Holdings Corp. for the year ended December 31, 1998 (File No. 000-03134))

4.2		Code of Regulations of Park-Ohio Holdings Corp. (incorporated by reference to Exhibit 3.2 of the Form 10-K of Park-Ohio Holdings Corp. for the year ended December 31, 1998 (File No. 000-03134))

4.4		Specimen Stock Certificate of Park-Ohio Holdings Corp. (incorporated by reference to Exhibit 4.4 of the Post-Effective Amendment No. 1 to the Registration Statement of Park-Ohio Holdings Corp. on Form S-8 (Registration No. 333-28407), filed on June 16, 1998

5		Opinion of Counsel

10		Park-Ohio Holdings Corp. Amended and Restated 1998 Long-Term Incentive Plan (As Amended and Restated As Of May 28, 2009) (incorporated by reference to Exhibit 10.1 of the Form 8-K of Park-Ohio Holdings Corp., filed on June 3, 2008 (File No. 000-03134))

15		Letter from Ernst & Young LLP regarding unaudited interim financial information

23.1		Consent of Ernst & Young LLP

23.2		Consent of Counsel (included in Exhibit 5 hereto)

24		Power of Attorney

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on this 21st day of August, 2009.


	Park-Ohio Holdings Corp.
	By:	/s/ Robert D. Vilsack
		Robert D. Vilsack
		Secretary and General Counsel

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.


*		*

Edward F. Crawford Chief Executive Officer, Chairman of the Board and Director (Principal Executive Officer)		Jeffrey L. Rutherford Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

*		*

Matthew V. Crawford President and Director		James W. Wert Director

*		*

Ronna Romney Director		Kevin R. Greene Director

*		*

Patrick V. Auletta Director		Dan T. Moore, III Director

*
A Malachi Mixon, III Director

* Robert D. Vilsack, the undersigned attorney-in-fact, by signing his name hereto, does hereby sign and execute this Registration Statement on behalf of the above indicated officers and directors thereof (constituting a majority of the directors) pursuant to the power of attorney filed with the Securities and Exchange Commission as Exhibit 24 to this Registration Statement.



August 21, 2009	By:	/s/ Robert D. Vilsack
		Robert D. Vilsack, Secretary
		And General Counsel


Exhibit Number		Exhibit Description

4.1		Amended and Restated Articles of Incorporation of Park-Ohio Holdings Corp. (incorporated by reference to Exhibit 3.1 to the Form 10-K of Park-Ohio Holdings Corp. for the year ended December 31, 1998 (File No. 000-03134))

4.2		Code of Regulations of Park-Ohio Holdings Corp. (incorporated by reference to Exhibit 3.2 of the Form 10-K of Park-Ohio Holdings Corp. for the year ended December 31, 1998 (File No. 000-03134))

4.4		Specimen Stock Certificate of Park-Ohio Holdings Corp. (incorporated by reference to Exhibit 4.4 of the Post-Effective Amendment No. 1 to the Registration Statement of Park-Ohio Holdings Corp. on Form S-8 (Registration No. 333-28407), filed on June 16, 1998

5		Opinion of Counsel

10		Park-Ohio Holdings Corp. Amended and Restated 1998 Long-Term Incentive Plan (As Amended and Restated As Of May 28, 2009) (incorporated by reference to Exhibit 10.1 of the Form 8-K of Park-Ohio Holdings Corp., filed on June 3, 2008 (File No. 000-03134))

15		Letter from Ernst & Young LLP regarding unaudited interim financial information

23.1		Consent of Ernst & Young LLP

23.2		Consent of Counsel (included in Exhibit 5 hereto)

24		Power of Attorney

Exhibit 5

August 21, 2009


To:		Park-Ohio Holdings Corp. 6065 Parkland Boulevard Cleveland, Ohio 44124

Re: Registration Statement of Form S-8 for the Park-Ohio Holdings Corp. Amended and Restated 1998 Long-Term Incentive Plan (As Amended and Restated As Of May 28, 2009)

I have acted as counsel for Park-Ohio Holdings Corp., an Ohio corporation (the “Registrant”), in connection with the filing of the above-referenced Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register under the Securities Act of 1933 (the “Act”) 450,000 additional shares (the “Shares”) of the Registrant’s common stock, par value $1.00 per share (“Common Stock”), that may be issued pursuant to the Park-Ohio Holdings Corp. Amended and Restated 1998 Long-Term Incentive Plan (As Amended and Restated As Of May 28, 2009) (the “Plan”). In rendering this opinion, I have examined such documents and records, including an examination of originals or copies certified or otherwise identified to my satisfaction, and matters of law as I have deemed necessary for purposes of this opinion. Based upon the foregoing and subject to the qualifications and limitations stated herein, I am of the opinion that the Shares are duly authorized and, when issued and delivered pursuant to the terms of the Plan, will be validly issued, fully paid and nonassessable; provided that the Registrant, at such time, has sufficient authorized but unissued shares of Common Stock remaining under its Amended and Restated Articles of Incorporation.

My examination of matters of law in connection with the opinions expressed herein has been limited to, and accordingly my opinions herein are limited to, the Ohio General Corporation Law, including the applicable provisions of the Ohio Constitution and the reported judicial decisions interpreting such law. I express no opinion with respect to any other law of the State of Ohio or any other jurisdiction. In addition, I have assumed that the resolutions authorizing the Registrant to issue and sell the Shares pursuant to the Plan will be in full force and effect at all times at which such Shares are issued or sold by the Registrant, and the Registrant will take no action inconsistent with such resolutions.

I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. In giving such consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.


	Very truly yours,
	/s/ Robert D. Vilsack
	Robert D. Vilsack
	Secretary and General Counsel Park-Ohio Holdings Corp.

Exhibit 15

Board of Directors and Shareholders
Park-Ohio Holdings Corp.

We are aware of the incorporation by reference in the Registration Statement (Form S-8) of Park-Ohio Holdings Corp. for the registration of 450,000 shares of its common stock to be issued under the Park-Ohio Holdings Corp. Amended and Restated 1998 Long-Term Incentive Plan of our reports dated May 8, 2009 and August 10, 2009, relating to the unaudited condensed consolidated interim financial statements of Park-Ohio Holdings Corp. that are included in its Forms 10-Q for the quarters ended March 31, 2009 and June 30, 2009.

Cleveland, Ohio
August 21, 2009

/s/ Ernst & Young LLP

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to Park-Ohio Holdings Corp. Amended and Restated 1998 Long-Term Incentive Plan of our reports dated March 12, 2009, with respect to the consolidated financial statements and schedule of Park-Ohio Holdings Corp., and the effectiveness of internal control over financial reporting of Park-Ohio Holdings Corp., included in its Annual Report (Form 10-K) for the year ended December 31, 2008, filed with the Securities and Exchange Commission.

Cleveland, Ohio
August 21, 2009

/s/ Ernst & Young LLP

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Park-Ohio Holdings Corp., an Ohio corporation (the “Company”), hereby constitutes and appoints Robert D. Vilsack and Jeffrey L. Rutherford, and each of them, his true and lawful attorney or attorneys-in-fact, with full power of substitution and resubstitution, for each of the undersigned and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 a registration statement or registration statements on Form S-8 relating to the registration of an additional 450,000 shares of the Company’s common stock issuable under the Park-Ohio Holdings Corp. Amended and Restated 1998 Long-Term Incentive Plan (As Amended and Restated As Of May 28, 2009), with any and all amendments, supplements and exhibits thereto, including pre-effective and post-effective amendments or supplements, and other documents in connection therewith, with the Securities and Exchange Commission or any state regulatory authority, granting unto said attorney or attorneys-in-fact, and each of them, full power and authority to do any and all acts and things whatsoever required, necessary, appropriate or desirable to be done in the premises, hereby ratifying and approving the acts of said attorneys and any of them and any such substitute.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original with respect to the person executing it.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the 21st day of August 2009.


/s/ Edward F. Crawford Edward F. Crawford Chief Executive Officer, Chairman of the Board and Director (Principal Executive Officer)		/s/ Jeffrey L. Rutherford Jeffrey L. Rutherford Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

/s/ Matthew V. Crawford		/s/ James W. Wert

Matthew V. Crawford President and Director		James W. Wert Director

/s/ Ronna Romney		/s/ Kevin R. Greene

Ronna Romney Director		Kevin R. Greene Director

/s/ Dan T. Moore III		/s/ Patrick V. Auletta

Dan T. Moore, III Director		Patrick V. Auletta Director

/s/ A. Malachi Mixon A. Malachi Mixon, III Director


Ohio		34-1867219
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

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